Natalie Maciolek
MOLSON COORS BEVERAGEAbout Natalie Maciolek
Natalie Maciolek, age 46, is Chief Legal & Government Affairs Officer and Secretary of Molson Coors (TAP) since September 2023, following senior legal roles at Kohler Co. and prior law firm experience at Quarles & Brady LLP . Company pay-for-performance disclosures show 2024 net sales revenue of $11,693 million and net income of $1,157.7 million, with total shareholder return (TSR) measures incorporated into long‑term incentives . 2024 annual incentive metrics for NEOs weighted Underlying Pre‑Tax Income (45%), Underlying FCF (18%), Underlying NSR (27%), and People & Planet (10%); enterprise MCIP result for executives including Maciolek was 97% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kohler Co. | Senior Vice President, General Counsel & Corporate Secretary | Oct 2022 – Aug 2023 | Led legal and corporate secretary functions for a global manufacturer . |
| Kohler Co. | Vice President, General Counsel & Corporate Secretary | Nov 2018 – Oct 2022 | Oversaw legal affairs and governance; roles of increasing responsibility since 2013 . |
| Kohler Co. | Various legal leadership positions | Aug 2013 – Nov 2018 | Progressively expanded responsibilities within corporate legal . |
| Quarles & Brady LLP | Partner and Associate | 2004 – 2013 | Corporate and commercial legal practice at national law firm . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Quarles & Brady LLP | Partner/Associate | 2004 – 2013 | Private practice legal experience . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $187,507 | $595,253 (salary earned) / $600,300 (as of 12/31/2024) |
| MCIP Target (% of Base) | 75% | 75% |
Performance Compensation
| Component | Metric | Weighting | Target/Payout Basis | Actual (2023) | Actual (2024) | Vesting/Payment |
|---|---|---|---|---|---|---|
| Annual Incentive (MCIP) | Underlying Income Before Income Taxes | 45% | Enterprise/Individual; Maciolek basis: 75% enterprise / 25% individual | $260,176 | $454,699; Enterprise MCIP result 97% for Hattersley/Joubert/Maciolek cohort | Cash; paid following year per MCIP process . |
| Annual Incentive (MCIP) | Underlying FCF | 18% | Same as above | — | Enterprise above target | Cash . |
| Annual Incentive (MCIP) | Underlying NSR | 27% | Same as above | — | Enterprise above threshold | Cash . |
| Annual Incentive (MCIP) | People & Planet Scorecard | 10% | Same as above | — | Generally positive progress | Cash . |
| Long‑Term Incentive (2024 grant) | RSUs | — | 4,813 units granted 3/4/2024; grant date FV $300,042 | — | — | Vests on 3rd anniversary of grant date (3/4/2027) . |
| Long‑Term Incentive (2024 grant) | PSUs (2024–2026) | — | Target 9,625; Max 23,100; grant date FV $623,989 | — | — | Earnout based on Relative TSR, cumulative Underlying Pre‑Tax Income, and cumulative Underlying NSR over 2024–2026 . |
| Long‑Term Incentive (2024 grant) | Stock Options | — | 18,171 options @ $62.34; grant date FV $300,003 | — | — | 10‑year term; vests in 3 equal annual installments beginning first anniversary (3/4/2025, 3/4/2026, 3/4/2027) . |
| Sign‑On Equity (2023) | RSUs | — | 19,167 RSUs granted 10/2/2023; grant date FV $1,200,046 | — | — | Vests 50% on 10/2/2024 and 50% on 10/2/2025 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 6,517 Class B shares; less than 1% of class . |
| Stock Ownership Guidelines | Other NEOs must hold 3x salary; 5 years to comply; includes shares, deferred plan shares, projected value of unvested RSUs; excludes stock options and unvested PSUs; category shows “Requirement Met? Yes” . |
| Hedging/Pledging | Company maintains hedging, pledging, and short sale policies (details referenced in governance section) . No pledging disclosed for Maciolek . |
| Deferred Compensation | Eligible under DCP; can defer up to 75% of base pay and up to 100% of MCIP; 2024 DCP contributions reported for Maciolek: $45,901; total All Other Compensation includes $76,951 contributions and $495 life insurance premiums . |
Employment Terms
| Provision | Terms |
|---|---|
| Role start date | Appointed Chief Legal & Government Affairs Officer effective September 5, 2023 . |
| Severance (Involuntary without Cause) | Cash severance equals base salary: $580,000 (2023) and $600,300 (2024) . |
| Change‑in‑Control (CIC) Economics | CIC Program uses double‑trigger; lump sum equals (salary + target bonus) × multiplier; NEO multipliers are 2–3x; COBRA at active cost for 18 months, up to 12 months outplacement, accelerated vesting of options/RSUs/other awards; PSUs valued at 100% of target upon acceleration; confidentiality, non‑solicit, non‑compete covenants; no excise tax gross‑ups . |
| CIC Illustration (Maciolek) | Severance payment under CIC modeled at 12/31/2024: $2,101,050 (matches 2× (salary $600,300 + target bonus 75%=$450,225)) . Prior year modeled CIC severance: $2,030,000 (2× ($580,000 + $435,000)) . |
| Equity Acceleration | Under CIC: accelerated vesting of stock options, RSUs and PSUs (PSUs at 100% target); options exercisable up to one year post‑termination or option term expiration . |
| Clawback | Global Incentive Compensation Clawback Policy per Rule 10D‑1; misconduct clawback adopted in 2025 covering time‑based awards and incentive comp based on financial measures . |
| Non‑Compete/Non‑Solicit | Required under CIC Program and as a condition of participation . |
| Life Insurance | U.S. NEOs covered at 8× salary; premiums employer‑paid; no tax gross‑ups . |
| Perquisites | Financial planning, sports tickets, parking allowance, executive physical, mobility, vehicle allowance, product allotment (examples in 2024/2023) . |
Multi‑Year Compensation Summary (NEO SCT lines)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $187,507 | $595,253 |
| Stock Awards ($) | $1,200,046 | $924,031 |
| Option Awards ($) | — | $300,003 |
| Non‑Equity Incentive (MCIP) ($) | $260,176 | $454,699 |
| All Other Compensation ($) | $8,877 | $128,200 |
| Total ($) | $1,856,606 | $2,402,156 |
Investment Implications
- Alignment improving but still building: As a 2023 hire, Maciolek’s current beneficial ownership is modest (6,517 shares, <1%), though she is subject to 3× salary guidelines with a five‑year phase‑in and significant unvested RSUs/PSUs/options that increase alignment over time .
- Near‑term vesting/cash events: Remaining 50% of her sign‑on RSUs vest on 10/2/2025; 2024 options begin vesting annually from 3/4/2025; 2024–2026 PSUs settle post‑FY2026 based on Relative TSR and cumulative non‑GAAP performance metrics—these dates can create incremental liquidity and potential selling pressure depending on personal diversification needs .
- Performance pay levers: Annual bonus heavily tied to enterprise Underlying Pre‑Tax Income, NSR, FCF, and People & Planet goals; 2024 enterprise payout was 97%, with Maciolek’s actual bonus slightly above target, indicating favorable individual goal outcomes—monitor these metrics and CD&A shifts for pay‑for‑performance rigor .
- Downside protections without gross‑ups: CIC is double‑trigger with 2× multiple for Maciolek and full accelerated vesting (PSUs at target), plus COBRA/outplacement; robust clawbacks (restatements and misconduct) add governance safeguards—limited shareholder‑unfriendly features (no excise tax gross‑ups) reduce red‑flag risk .
- Company performance context: 2024 net sales revenue grew to $11,693M with TSR embedded in PSU frameworks; tracking enterprise execution against the disclosed non‑GAAP metrics is critical for forecasting incentive outcomes and potential equity realizations .